Articles of Incorporation

Friends of the Pioneer Choirs

Articles of Incorporation of the Friends of the Pioneer Choirs were duly filed in the office of the Michigan Department of Commerce, Lansing, Michigan on the 2nd day of December, 1992 in conformity with Act 162, Public Acts of 1982.

Article I: Name

The name of the corporation is:

Friends of the Pioneer Choirs

Article II: Purpose

The purpose or purposes for which the corporation is organized are:

1. To develop, support, and promote vocal music programs at Pioneer High School in Ann Arbor, Michigan.

2. To perform fund raising activities to provide for activities, materials, supplies, services, and other necessities to conduct quality choral performances by Pioneer High School students.

3. (Changed by correction August 27, 1993 and filed September 15, 1993.)

The corporation is organized exclusively for charitable and educational purposes, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or corresponding sections of any future federal tax code.

Article III: Organization

1. The corporation is organized upon a non-stock basis.

a. The corporation owned no real property assets at the time of incorporation.

b. The value of the corporation’s personal property at the time of incorporation was $2,972 held entirely in cash.

c. The corporation is financed through fund raising and donations.

d. The corporation is organized on a directorship basis.

Article IV: Address

1. The address of the registered office of the corporation is:

601 West Stadium Boulevard, Ann Arbor, Michigan 48103

2. The mailing address of the corporation is the same as above.

3. The name of the registered agent at the registered office at the time of incorporation was:

Kenneth R. Westerman

Article V: Original incorporators

The name(s) and addresses of all the original incorporators were:

Rose Henderson, 1501 Pine Valley, Ann Arbor, MI 48104

Mary Beth Brady, 1154 Wendy, Ann Arbor, MI 48103

Jeanette Carroll, 1223 Skyhawk, Ann Arbor, MI 48103

Alvira Galbraith, 2005 Yeoman, Ann Arbor, MI 48103

Article VI: Political activity limitations

No part of the activities of the Corporation shall be carrying on propaganda, or otherwise attempting to influence legislation; or participating in or intervening in (including the publication or distribution of statements, endorsements, etc.) any political campaign on behalf of any candidate for public office.

Article VII: Provisions for dissolution

In the event of the liquidation or dissolution of the Corporation, whether voluntary or involuntary, no director shall be entitled to any distribution or division of its remaining assets, and the balance of all money and other property received by the Corporation from any source, after the payment of a debts and obligations of the Corporation shall be distributed to such public charities qualified under Section 501(c)(3) of the Internal Revenue Code as tax-exempt exclusively for the purposes set forth in Article 2 of these Restated Articles of Incorporation and within the intent of Section 501(c) of the Internal Revenue Code of 1986, and the Regulations thereunder, as they now exist or are hereafter amended as shall be designated by the Board of Directors.

Article VIII: Lawful activities

The Corporation shall have the power, either alone or with others, to do any lawful act and to engage in any and all lawful activities which may be necessary, useful, desirable or proper for the furtherance of the purposes for which the Corporation s organized, and to aid other organization whose activities are such as to further or attain such purposes. Notwithstanding anything herein to the contrary, the Corporation shall exercise only such powers as are in furtherance of the exempt purposes of organization set forth in Section 501(c) of the Internal Revenue Code of 1986, as amended, and the Regulations thereunder.

Article IX: Director liability

A volunteer director of the Corporation shall note be personally liable to the Corporation for monetary damages for a breach of fiduciary duty as a director, except for liability:

(a) For any breach of the director’s duty of loyalty to the Corporation or its members.

(b) For acts of omissions not in good faith or which involve intentional misconduct or a knowing violation of law:

(d) For any transaction from which the Director derived an improper personal benefit.

In the event the Michigan Nonprofit Corporation Act is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Michigan Nonprofit Corporation Act, as so amended. Any repeal, modification or adoption of any provision of these Articles of Incorporation inconsistent with this Article shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal, modification or adoption.

Article X: 501(c)(3) limitations (Added by amendment May 25, 1993 and filed July 12, 1993.)

No part of the net earnings of the Corporation shall inure to the benefit of, or be distributed to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions to furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, corresponding sections of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding sections of any future federal tax code.

Updated on 01/19/11 by Steven Lorenz.